The Phenomenal Spider-Man
by MrAce531
Summary: After being given spider-like powers, Peter Parker, aka, Spider-Man, must investigate a chain of events which may be linked to the truth behind his parents' tragic deaths many years ago. With the police against him and deadly foes on the rise, Peter is on his own... or is he? This is my retelling of the Origin story. Prequel to Spider-Man Reborn. AU.
1. Agents of SHIELD

**The Phenomenal Spider-Man**

**Agents of Shield**

"ARRGGHHH!" Mary Parker screamed as she desperately tried to push the fetus out of her body.

"Push" yelled the doctor, "You're almost there, Push!"

Mary continued to sweat as she continued to scream in agony. She gripped onto her sister-in-law May's hand, who assured her that there was nothing to worry about and that it would all be over soon.

"Where the hell's Richard?" May whispered to her husband, Ben.

"I dunno, he was supposed to be here an hour ago," he replied.

"You'd think they'd let him have time off, with his wife pregnant and all. You did call him, didn't you, dear?"

"Of course I did, but there was no answer," answered Ben, "Men aren't completely useless, you know!"

"WILL YOU TWO SHUT UP, I'M IN LABOUR FOR PETE'S SAKE!" snapped Mary.

"You see what you've done?" May whispered to Ben. Ben sarcastically smiled back.

Mary was accompanied to the hospital by her brother-in-law, Ben, and his wife, May. Her husband, Richard, had been working overtime, so Ben and May had been staying at their house for a number of months to support a pregnant Mary. Mary had only gone into labour a few hours prior, and Richard was already at work. It was usually hard to get into contact with people there.

"They say childbirth's the most precious thing in the world, but this hurts like hell!" exclaimed Mary, forming a weak smile.

"The most precious thing about childbirth is the moment when your baby is born," explained May, "when you hold your baby in your arms for the first time, knowing you've become a mother, knowing that you're going to be there when your baby takes their first steps, says their first word; Ellie went through it all when she had Cheryl. She said the pain ends with a welcoming feeling of love and joy."

"Speaking of which, how is your sister?" Ben asked, "I heard Cheryl had entered her teen years."

"Yeah, Ellie's doing fine," May informed him.

"So this is childbirth," smiled Ben, "I didn't think it'd be all... blood and... sweat and all that."

"Ben, when you were ten, you used to think that childbirth was done through the stomach," said May. Mary let out a small laugh. Just then, Richard came bursting through the door, panting.

"I came as fast as I could," said Richard, trying to catch his breath. He gripped his wife's hand as she let out a few more screams. "I'm here honey, I'm here."

"IT'S COMING!" yelled Mary, tears in her eyes.

"Okay, you've got to push," said the doctor, "Push!"

"Don't worry, honey, I'll be right here. You can do this!" Richard assured his wife. Mary let out a few more screams until they were replaced by the cries of an infant.

The baby was born.

"It's a boy," announced the doctor, handing the baby to Richard, "Congratulations, Mr and Mrs. Parker." Richard gave his wife a kiss and looked into his son's tiny eyes.

"A boy," smiled Richard, "He's got my eyes, don't you reckon?"

"Yeah, and he's got my nose," said Mary.

"He's going to go on and achieve amazing things, I know it! Would you like to hold him sweetie?"

"Nothing would make me happier," smiled Mary, crying tears of joy. Richard handed the baby over to his wife. "He's so tiny!"

"Mrs. Parker needs her rest so I'm afraid I'll have to ask you guys to scoot," ordered the doctor.

"See you later, honey," said Richard, giving his wife a kiss. Richard, Ben and May then left through the door.

* * *

"Reckon he might become a police officer like his old uncle here?" chuckled Ben. Mary had woken up and had the baby in her arms once again.

"Who knows, he might even become a world-renowned scientist who invented the cure for cancer, or maybe a famous writer," said Richard, "You better not go spoil him with gifts like you do with your niece, Ben. I know you will, anyway."

"What should we name him?" asked Mary.

"What about Ben?" joked Ben.

"Well, we don't really want two people in the family named Ben Parker now, do we?" laughed Richard.

"What about... Peter?" said Mary.

"Peter..." Richard thought about this for a moment, "Yeah, I like it. Peter. Peter Benjamin Parker. You happy now, Ben?"

"Yeah, thanks Richard, that really means a lot," smiled Ben, "And, hey, Congratulations on the bub. May and I are just going to grab a bite, okay. Want anything?"

"Just a coffee, please," replied Richard. Richard and Mary were now alone.

"Richard, how can we continue working for SHIELD when we've got a child to raise?" asked Mary, feeling worried, "Our life's too dangerous, and I don't want to ever put Peter in harm's way."

"We'll manage, Mary. Remember, we're spies. If we do our job properly, then there's no need for Peter to be put in harm's way. Our roles are too important to abandon."

"And our job is more important than Peter?" snapped Mary.

"What..? No! I'm just saying, there's no need to abandon our jobs when we can maintain both."

"But how will we maintain both, Richard, HOW? How can we manage to keep the job and raise our son when SHIELD requires us to work frequently, and what about travelling? SHIELD also requires us to travel on certain jobs, so who will take care of Peter when that happens, huh?

"Well, Ben and May are always happy to mind Peter whenever needed, plus they are among the few who know that we work for SHIELD."

"But they live in Morkum, Richard. We can't just expect them to drop everything and fly to New York all the time, plus Ben would have to take leave off duty, which would be hard to do."

"Well, Ben and May can look after Peter sometimes, then. We've got friends here in New York who can mind Peter whenever needed."

"But how is that going to make us look if we leave Peter with other people all the time. It's gonna make us look like really shitty parents now, would it? For all they know, I'm a scientist working for OsCorp and you're a businessman for a high-ranking company, so if we're away all the time, then wouldn't it cause people to become suspicious about our occupations? Plus, as Peter gets older, he'll probably be wondering why he doesn't spend that much time with his parents. It could really affect him, Richard."

"Well, since you're a forensic analysis, you can ask for a reduced amount of work so you can spend more time with Peter and..." Richard gave his wife a passionate kiss, "Look, you and Peter are my top priority, and I promise you, I will do everything in my power to be a good father to Peter."

"We're back," informed Ben, who had returned with May, "Is everything alright?"

"Yeah, everything's fine," Richard replied, "Hey, how would you like to be Peter's godparents?"

* * *

_One Year Later_

_"Happy Birthday to you,_

_Happy Birthday to you,_

_Happy Birthday to Peter,_

_Happy Birthday to you"_

Everyone cheered for the birthday boy. All of a sudden, Peter started crying.

"I think the noise must've got to him," said Richard.

It was Peter's first birthday. Richard and Mary threw a big party for him in their home; among the guests were Ben, May, Richard and Ben's mother, Winifred, Mary's parents Will and Lois Fitzpatrick, and many more.

"So," Mary began, "I'd like to thank everyone for making it here today for this special occasion, Ben, I know you had to take time off work to fly down here, so thanks, I appreciate it, and mom and dad, for coming to your grandson's first birthday, I love you, and to everyone else who could make it to this once-in-a-lifetime event." Everyone laughs. "So, I think that's about it, so let's get into that cake and later we'll open the presents."

The house hadn't been this populated in years. There was family, relatives, neighbours, friends, and the house was decorated in balloons and streamers and a banner that read "_Happy Birthday, Peter!_"

Suddenly, the phone started ringing in the Parker's room.

"I'll get it," said Richard. Ben began taking photos of the event.

"When do we get to open the presents?" asked Ben.

"Gosh, Ben, you're like a kid on Christmas morning," May laughed, "They're not your presents, so what are you so excited about?"

"I want to see him open the present I got for him," said Ben, "Mine's the best, I reckon."

"You both got him separate gifts?" asked Mary.

"Well, originally, we were supposed to get him a gift together like we do with Cheryl, but Ben insisted he got his own gift," May explained, "Probably wants to outshine everyone, I reckon."

"Mary," Richard called out, who had just re-entered the room, "Can I talk to you? In private?"

A sense of worry struck Mary's face.

"Is it urgent?"

Richard nodded his head.

With that, Mary accompanied Richard to a deserted corner in the room. Both Ben and May could sense something was wrong.

"Do you think it was SHIELD that called?" Ben whispered to May.

"By the looks of it, yes, but they said they wouldn't bother them today, so whatever it is, it must be serious."

Richard and Mary, who had finished talking, walked up to Ben and May.

"Sorry Ben, but we need to go," informed Richard, "That was Nick Fury on the phone."

"But you said you wouldn't let work get in the way of Peter's birthday."

"I know, I know, I feel bad, but it's urgent, and we need to leave this instance." Richard began packing his stuff.

"Where are you going?"

"Japan."

"Japan? What for?"

"Can't say at the moment."

"When will you be back?"

"Not sure, but could you please look after Peter while we're gone?"

"Umm, sure, But what do I tell the others?"

"Just say that we have important business to attend to."

"But -."

"Can't say anymore, got to go!" Richard and Mary rushed out the door and sped off in their car.

* * *

"So did they say when they'll be back?" asked May.

"No, they didn't," Ben informed her. The party had ended and May had begun cleaning up the house.

"Did you call your boss, dear," May asked.

"Yeah, I did. I told him I would be away until further notice."

"It just seems weird, with them rushing off like that."

"Yeah, I know, but that's SHIELD for ya." Peter was playing with the police kit that Ben had brought him for his birthday. "See, he loves that thing. Told you my gift would be the best. Just look at him wearing that little police cap."

"Just make sure he doesn't go swallowing small parts, dear, 'cause the last thing Richard and Mary need is to come home to find their boy in hospital. I'll just be in the living room watching the news, dear, alright?"

"No problem, May." Ben began playing with Peter, who began drooling on the floor. "Now, you wouldn't want to go messing up your mom and dad's floor now, would you?" said Ben, who wiped the drool off Peter's face. "I think it's time for you bedtime," said Ben, who picked up Peter and took him to his room, "We've got a big day planned for you tomorrow. Your aunt and I are going to take you to the zoo, to see the elephants and the lions, and the zebras and the monkeys, but adventurers need their sleep before they go exploring, don't they Peter." Ben placed Peter in his crib.

When Ben returned to the dining room, he found May looking really worried.

"Is everything alright, May?" Ben asked.

"I just saw this story on the news of a plane that got blown up shortly after it left the airport; no survivors," informed May.

"Gosh, that's horrible!" Ben exclaimed.

"You don't understand, the plane that got blown up was boarded for Japan. Ben, what if... WHAT IF RICHARD AND MARY WERE ON THAT PLANE?"

Ben's heart sank to the pit of his stomach.

"Oh, my gosh, what if they were?!" cried Ben, panicking, "What caused the explosion?"

"Police suspect it was a planned attack, but they're not certain yet." Ben went to his wardrobe and put on his coat. "Where are you going."

"To the site of the incident," informed Ben, "I need to know whether Richard and Mary were on that plane or not."

"Okay, sweetheart, be careful."

"Hey, I'm a cop. I'm always careful.

* * *

Almost two hours had passed since Ben left for the airport. May had been sitting in the sofa the whole time, anxiously waiting. She then heard a car park outside.

"Ben!" she cried. Ben looked distraught. May instantly realized what had happened. "Oh, gosh!"

Tears erupted from her eyes as she embraced her husband, who was also crying.

"They were on that plane, May," sobbed Ben, "They're... They're DEAD!"

Ben and May embraced each other in silence, still struggling to cope with what had happened.

"Waaahhhhh!"

Ben and May broke apart, and silently headed for Peter's room. May picked up the crying Peter and attempted to comfort him.

"Ssshhh, it's alright, dear, it's alright. I'm here, darling, I'm here." May continued to stroke him until, finally, he fell asleep. "Oh, Ben, what about Peter? He's going to grow up without a mom and dad now."

"He'll have us, dear," Ben reassured her, "Richard and Mary made us Peter's godparents. We'll raise him, as if he were our own son. And if he were to ask about his parents, we'll tell him that his parents loved him unconditionally. He won't be alone."

* * *

**Hi. For those of you who don't know me, I'm MrAce531. For those of you who do know me, you probably read my previous Spidey story "Spider-Man Reborn." Just letting you know that this story is a prequel to "Spider-Man Reborn", meaning that the events of this story are set before my previous story (Spider-Man Reborn). So if you haven't read my other story, then that's fine, because considering this is a prequel, you're technically reading the first chapter of the series, so you won't get like, confused or anything, but if it were a sequel, then that would be a totally different story.**

**Anyway, thanks for reading and hopefully I'll start posting more chapters soon. Throughout the story, I'm hoping to reveal more backstory to what happened that night with Peter's parents and all that, so stay tuned.**

**- MrAce531 :)**


	2. A Day in the Life

**A Day in the Life**

_15 years later, Morkum City_

_Beep, Beep, Beep, Beep_

That was the unpleasant sound of an alarm clock going off.

_Beep, Beep, Beep, Beep_

"Peter, it's time to get up!" shouted Aunt May from downstairs.

"I... I'll be down in just a tick," Peter answered, his eyes barely open, "Man, do I hate the sound of an alarm clock going off," he whispered to himself.

So Peter Parker was just your average typical teenager. He attended school five days a week, but only because the law demands him to, though if it were up to him, he'd probably go anyway. Was he the Big Man on Campus? No. Quite the opposite, actually. You see, Peter is what you'd describe as a self-confessed nerd, a geek, a bookworm. He was a straight A student who teachers favoured. He always got good marks and believed that you have to work hard to succeed.

However, nothing could stop him from being his usual grumpy, sleepy, untidy self in the morning, but hey, it's common.

After he showered, Peter brushed his teeth, put on his glasses and wore whatever clothes he could find. He wasn't that big on fashion, heck, he wasn't even fashion-wise.

"You coming down, dear, because your waffles are getting cold!" Aunt May called out from downstairs.

"Coming!" Peter said as he rushed down the stairs.

"I made your favourite, waffles with syrup and strawberries on top," said May, a warm gleam stretched upon her face.

"Thanks May, you never fail to make a good dish," smiled Peter as he started gulping down his breakfast.

"Hey!" exclaimed Ben.

"No offense Uncle Ben, but you can't cook!" said Peter, his mouth half full. "Your barbequed sausages were always overdone."

"They are not!"

"Nah, just kidding. Your cooking's fine, it just doesn't compare to Aunt May's," laughed Peter.

So basically, it was just Peter and his aunt and uncle.

"You look tired, Peter. Did you sleep well last night?" asked May.

"I slept alright," Peter replied.

"I knew we shouldn't have let you stay up all night watching that, science-bull or whatever it was."

"It's called science-fiction Aunt May, and like I said before, I slept just fine."

"Quit pestering the boy, May, he's simply showing devotion to something he likes," said Ben, "just like me with my camping, or you with your theatre and Broadway, though I never understood Broadway, like, one minute they're talking, right, and the next thing you know they burst out singing, like, where does the music come from?" Peter laughed so hard at this that he ended up spitting his milk out.

"It's art, Ben," May retaliated.

"Of course, art," Ben sniggered. Peter could tell that May wasn't impressed, but he always remembered Ben saying how it was his charm, charisma and good sense of humour which drove May to him. "So Peter, back to school again, huh? Easter and Spring break is finally over. You lookin' forward to going back to school?"

"Yeah, I guess, though I wish Spring break were a little longer," Peter groaned.

"You just miss all the sleeping, buddy."

"Suppose so."

"Well, get used to it, 'cause when summer holidays ends, you'll be in Senior Year, so you'll have to work even harder than ever, speaking of which, have you considered getting a job, because I believe plenty of people your age have got jobs."

"What's wrong with the money you earn? You earn more than enough, don't you? Why can't you just keep giving me pocket money?"

"You can't rely on us forever, Peter. Once you graduate and go to college, you'll be on your own, out in the real world."

"I'll live here for the rest of my life, so that way I don't have to cook," Peter laughed.

"I'll make you pay rent," chuckled Ben. "Back in my day, we had to earn our money, and it would help if you started doing a bit of chores around here, plus your room's always a mess."

Peter had just looked at his watch when he realised what the time was. "Well, I'll best be off. Don't wanna miss the bus and be late for school on my first day back."

"Alright, see you buddy!"

"Have a great day, Peter dear," said May.

Peter grabbed his schoolbag and headed out the door.

* * *

Peter arrived at school. He attended _Midtown High_, which was a general public school. Peter had always wanted to go to a private high school, but unfortunately, all the private schools in the city were all too expensive, even on Ben's income. May was retired, and Ben's money was being used to pay the mortgage, bills, food, and for Peter's college funds for when he left high school. Peter didn't mind it _that_ much, though, and he was always grateful for what his aunt and uncle gave him.

So everything was just about normal when he came back; there were the usual rebels who had nothing better to do than give others a hard time, teachers telling people off for playing ball in the corridors, couples making-out against the lockers, and girls telling everyone what they did on Spring break, and acting as if they own the school.

"Typical," Peter thought.

"Peter!"

Peter turned around and realized Debra Whitman was chasing after him.

"Debra."

"Hi Peter," said Debra, who looked puffed out. Peter stopped for a minute to let her catch her breath. They then continued walking together. "How was your Spring break?"

"It was alright. We went camping down at Lake Renardo," Peter replied, "though I'm not really big on camping. What about you?"

"Oh, I spent Easter at the church with my family, because my family are Christians, you know, and for the rest of the spring break we just stayed at my grandmother's house."

"That's alright," said Peter.

Peter had been good friends with Debra since their days in elementary school. They were similar in many ways; they were both interested in science, they were both intelligent and they were both socially awkward. On the other hand, Debra was spiritual, Peter was not. Peter loved sci-fi and monster movies, Debra did not. Debra was often annoyed at how Peter was a slob, and Peter was often annoyed at how Debra would sometimes stick her nose into other people's business. Peter would describe her as the "little sister he never had."

Debra attempted to make conversation.

"Do you think it's a shame how nowadays most people hate school? Personally, I like school, I mean, most people don't appreciate what kind of opportunities an education can give them, and that if they succeed, they'd be more eligible for more high-paying jobs. There are some countries, like Africa and Afghanistan for example, who'd be grateful for an education. Don't you agree?"

"Yeah," replied Peter, casually. "Some of the people who hate school play sport though, so they'd probably have a career in that."

"True, speaking of which, did you see Flash earlier?"

"Uh, no, why would I?" asked Peter, who had a strong hatred of Flash.

"Well, apparently he got his licence over the Spring break and just before I saw him showing off his _new car_ to all the girls outside."

"Man, that Flash has some nerve, doesn't he," said Peter, rolling his eyes in disgust.

Eugene "Flash" Thompson was a jock who often bullied Peter, both verbally and sometimes physically. He was one of the most popular kids in school and was captain of the school's soccer team. Flash was the complete opposite of Peter; Flash was athletic, Peter was brainy. Flash often abused Peter because of his brainy and nerdy ways, and for his inabilities in socializing and sport. Flash was the boyfriend of attractive and popular girl Liz Allan, whom Peter secretly had a crush on, but hey, plenty of boys did.

"So what do we have for first period again? I forgot," asked Peter.

"Chemistry," said Debra, "and then PE."

"Man, I hate PE," said Peter, "it's a shame we have no choice over whether we do PE or not. In some schools, the only compulsory subjects you had to take were English and Math, but here, no, they just had to add PE now, did they? And the worst part about it is that we have to take PE class with Eugene 'Flathead' Thompson, who will probably try and torment me every chance he gets. You're lucky that Flash doesn't harass you."

"Yeah, well, I'm a girl, and judging by his low IQ, he probably thinks it's illegal to bully someone from the opposite sex." They both laugh. "Oh, and just so you know, in Senior Year we don't have to take PE classes, just English and Math."

"Thank God!" Peter sighed in relief.

"Come on, let's get to class."

* * *

"Okay, and that concludes today's lesson, you may be dismissed," announced Mr. Warren, Peter's chemistry teacher, "Peter, can I see you a moment?"

"Sure," Peter replied. "I'll see you in PE then," he said to Debra.

"Okay, first of all Peter, I am beyond impressed with you work in science, I mean, you've always shown great commitment and pride in your work," said Warren.

"Thanks sir," Peter replied.

"Are you familiar with OsCorp, Peter?"

"Yes, I am. Actually, I'm hoping to get a job there after I graduate from college.

"Really?"

"Well, I've always been interested in science, physics and chemistry mainly, so, you know, it's probably something I'd want to do as a career."

"I'm aware that your mother was a scientist at OsCorp, is that correct Peter?"

"Well, so I've been told, yes."

"You must possess your mother's talent. Anyway, how would you like to be one of thirteen people to go on a tour through OsCorp, where you'll meet Dr. Otto Octavius, Dr. Curtis Connors and Dr. Anthony Boggs?"

"A tour around OsCorp? I'm... I'm flattered, but, why... why me, sir?" asked Peter.

"Well, you see, Peter, a couple of months back, OsCorp were encouraging high schools to send in an application for a scientifically-gifted individual, with the chance of that individual being one of thirteen lucky winners to attend a tour of OsCorp. I entered you in, and obviously, OsCorp were impressed with your record."

"Thanks sir, this... really means a lot to me!"

"Anytime, Peter, anytime. Well, you better head to class then."

"Sure," said Peter as he headed for the door, "and thanks again, sir."

* * *

"So you've won a tour of OsCorp?" asked Debra as Peter joined her on the field for PE class.

"Apparently, yeah," Peter replied. "Believe me, I'm just as surprised as you are, I mean, this is the first I've heard of it."

"HEY, YOU TWO! QUIT CHITTY-CHATTING OVER THERE AND COME JOIN THE GAME!" yelled Mr. Farnsworth, the PE teacher.

"Yeah, I'm sure you and your girlfriend can spend at least a minute or two apart, now isn't that right Parker?" said Flash, a big smirk etched upon his face. Peter simply ignored him and joined the soccer game.

Peter simply ran around, pretending that he was joining the game. He didn't want to actually _play _in case he made a fool out of himself, and that's bad when you've got Flash Thompson in the picture. That method was working just fine until someone had actually kicked the ball to his feet, and Peter just happened to be standing right in front of the goal.

"WHAT ARE YOU WAITING FOR? KICK THE BALL!" shouted Mr. Farnsworth.

Peter felt he had no choice but to kick the ball, otherwise, he would have to let his team down. He was about to kick it when Flash from the opposing team kicked the ball from right under his feet, tripping Peter in the process.

"Oh, I'm sorry, Parker. Did I hurt you? Must've slipped my mind," said Flash as Peter got up on his feet. He could hear some members of his team complaining.

"Mr. Parker, could I please see you for a minute," called out Mr. Coulson, who was the school's principal.

"Hey look, Parker's in cold water with the principal," laughed Flash.

"Err, sure," said Peter, who made his way over to Mr. Coulson. "Yes sir?"

"Would you be able to do a job for me at lunchtime after third period?" asked Coulson.

"Um, sure, what... what job do you need me to do?"

"As photographer for the school paper, do you mind taking photos of the official _Midtown High _soccer team? They made it to the state finals and we need photos for both the school and city papers."

"No problem," replied Peter, although a part of him didn't want to do the job due to the fact that Flash Thompson was on the team.

"What did he want?" asked Debra, who had caught up with Peter.

"He wants me to take shots of theschool's soccer team; they made the finals," Peter replied.

"Did you accept the job?"

"Yeah, though a part of me regrets it because Flash Thompson is on the team," Peter frowned.

"Oh, no, that can't be good, can it?"

"Nope, but I am the photographer for the school paper, so I can't back out now, can I? Plus, if Flash finds out I chickened out because of him, then I'll never hear the end of it."

* * *

Third period had ended. With a camera in hand, Peter made his way to the soccer field.

_"Just ignore him._

_Don't let him get to you._

_Just do the job, get it over with and leave. _

_It's easy." _

Peter kept repeating these words over and over to himself. The very thought of having to put up with Flash through a photo shoot made Peter feel sick to the stomach.

So he finally made it to the soccer field, and sure enough, there was Flash. Peter felt like turning back when Flash realized he was there.

"So you're the photographer, Parker?" laughed Flash. "This is what Coulson asked you to do? They actually referred to _you _as a _professional photographer_? Pfftt. Teachers pet!"

"Shut up, Flash, I'm just here to take a few snaps and then I'm off. I don't want any trouble," said Peter.

"Aww, look who's finally developed a backbone. Oh, and, uh, Parker, good running on the field today, a bit slow but with a bit of practise we'll soon get those chicken legs going." Flash and a few members of the team started laughing, and Peter had to shout at them to get them to pose for the shoot.

"So Parker, you, err, know how to kick a ball? Because today when that ball was right at your feet, you had absolutely no idea what to do with it, I mean, it's not _that _hard to kick a ball, right?" Flash teased as he posed for the photo shoot along with the other members of the soccer team. Peter tried his best to keep his cool. "There's a rule for that you know, it's called foot plus ball equals kick equals goal, isn't that right Peter?" Finally, Peter had just about enough.

"Okay, I think I'm done here! Don't want to distract you and your _friends _from your precious_ victory_!" Peter stormed off as Flash and his gang began booing him from behind.

* * *

"Hey, everyone." Peter had arrived home from school.

"How was school, Pete?" asked Ben.

"It was alright," said Peter, "I'm just going to go up to my room now," he groaned. Peter then went up to his room.

"Do you think he's alright, dear?" asked May.

"By the looks of it, no. I'm going to have a talk to him," said Ben, who headed upstairs to Peter's room.

Peter was on his bed reading the latest edition of _Batman_. He was a huge fan of _DC comics_. Even though he was excited about the OsCorp tour, he couldn't help but think about Flash; instead of keeping his cool, he just ended up storming off, letting Flash get the better of him.

"Peter?" Ben had entered the room. "Are you alright?"

"Never been better," said Peter, sarcastically, his eyes still focused on the comic.

"Okay, what happened?" asked Ben, sitting himself down on the edge of Peter's bed.

Peter hesitated, then took his eyes off the comic and faced Ben.

"Well, it's...?" Peter began.

"Flash?" interrupted Ben.

"How did you know?" Peter asked.

"Well, it's quite obvious, 'cause usually when you're down, it's always about Flash."

"True," said Peter.

"What's he done this time?"

"Just the usual, you know, with the teasing and all that. For second period, we had PE, right? We had to play soccer, and because I don't like soccer, I just decided to do a bit of running to make it look like I was playing, and the next thing I know, the ball was right at my feet, and I was standing right in front of the goal. I knew that if I did kick the ball, I'd probably make a fool out of myself, but I knew that if I didn't kick the ball, I would've let my team down, though I probably would have anyway. I decided to kick the ball when Flash Thompson kicks it from under me, tripping me in the process, which Flash found amusing. Then at lunchtime, I had to take photos of the school's soccer team, because they made the finals, and Flash just happened to be the captain of the team. Anyway, as I was doing the shoot, Flash kept making fun of what happened at PE, saying I couldn't kick a ball and that I had chicken legs. I tried to keep my cool and ignore him like you said but he just kept going on and on and finally, I couldn't take it anymore, so I stormed off. I took enough photos though. He just really gets to me. Why do you think he hates _me_ in particular?"

"Why did Hitler hate Jews? Why did Osama Bin Laden blow up the Twin Towers on nine eleven? No one will ever know. But remember something Peter; you have a gift. You're smart, exceptionally skilled in science, you're ambitious, you're kind and respectful to people, a lot of the things that Flash doesn't have. It's like your father once said; you're going to go on and achieve amazing things."

"Yeah, I understand that, it's just that, socially, I'm awkward; I'm not popular, I've never had a girlfriend and I'm not cool. I have a good sense of humour, but unfortunately, I'm shy, so that doesn't help much, does it? I work hard, which will help me throughout the future, but sometimes I just want to have a bit of fun too, you know, just join in with the crowd."

"I understand that, Peter, but just remember that everyone's different, and that everyone's differences is what makes them special. Don't try to be someone you're not, 'cause believe it or not, I've seen a lot of it lately, like teens getting screwed up because of joining the wrong crowd, girls getting pregnant at fourteen because of unprotected sex, there are many faults in the world nowadays. Don't fall into the wrong trap."

"What about you, Uncle Ben? Were you popular when you were my age?"

"To be truthful, yes. In a way, I was a bit like Flash; I was captain of my school's basketball team, I was popular, I got all the ladies, and yes, I was a bit of a wreck, but unlike Flash, I was respectful to others and considerate of other people's feelings. As I got older, I learnt a very valuable lesson, and that lesson was _with great power comes great responsibility_. I learnt it from your father actually; he was a big believer in responsibility and passed that piece of knowledge on to me during a point in my life where things were very difficult for me, but I'll tell you about it some other time."

"So the moral of that phrase is..."

"Whatever skills or knowledge you may possess, use them for good, or in other words, use them responsibly."

"I understand. Just one question though; did my father also struggle socially when growing up?"

"Yes, he did Peter. That's probably where you inherited it from. Oh, just so you know, we're having pot roast tonight."

"Great, I love pot roast," said Peter, who now had a smile on his face.

"Good, I'll see you at dinner then," said Ben, who got off the bed and headed out the door then downstairs.

* * *

"So you've been selected to do what?"

"I've been selected to attend a tour of OsCorp," Peter explained when he told his aunt and uncle the good news at the dinner table.

"That's great news, dear, you deserve it, and it may also help you develop new skills, meeting some of the top people in OsCorp and all," said May, gleefully.

"I told you there's nothing to be ashamed of about being yourself, Peter," said Ben, winking.

"Uncle Ben, why did you arrive home earlier than usual today?" asked Peter.

"Oh, today was very stressful at work, so George let me and a few others leave work early," Ben replied.

"What happened?" asked May.

"Well, Stacy and the commissioner suspect something dodgy is going on in the force, so until we can find out any further information, we have to keep precautions. We also suspect Silvermane is up to something, with his career as crime lord going down and all due to this 'Kingpin'guy stealing all his business," Ben explained, "Speaking of which, I've invited Jean and the Stacys over for dinner this weekend."

"I haven't seen Jean or the Stacys in a long time; it'd be wonderful to see them again," said May.

"What does Jean eat? Children?" laughed Peter, jokingly.

"Peter!" exclaimed May.

"Just kidding. Just kidding."

Jean DeWolff was Ben's partner in the police force. They had been working together for about five to six years. Jean was a young woman in her thirties who was as tough as they get; she took no crap from anyone and was never afraid to say what she thought, even if it would offend the other person. She was a very tough woman who claims that if she could, she would outwrestle _The Rock_.

"Hey Peter, I was thinking," Ben began, "you're turning seventeen in a few months, right?"

"Right," Peter replied.

"Well, I was just thinking; how would _you_ like _me_ to give you _driving lessons _sometime? You're already sixteen, reaching seventeen, and when you were younger you were always going on about how you wanted to drive, so, how about it?"

"Really? You mean it?"

"Of course, I mean, you'd have to get your learner's permit first, and then wait six months to apply for your driver's licence, but other than that, yeah, I mean it."

"Thanks Uncle Ben, it really means a lot to me."

"No problem, Peter."

* * *

**UP NEXT: Peter attends the OsCorp tour, where, unbeknownst to him, a "certain event" will change his life for good.**


End file.
